Terms of Service
LAST UPDATE: 19 AUGUST 2022
These Terms of Service (“Terms”) are a legal agreement between Microbite Websites, having an office and place of business at 2 Queen Street, Melbourne, Australia (herein “Microbite”), and the person or entity agreeing to the terms herein (“Customer”, “You”, “you”,“Your” or “your”).
By creating or registering an account with us on our website located at: https://stockprofit.au/, or on the Google Sheets add-on, by mutually executing one or more order forms with us which reference these terms or by accessing or using any part of the Stock Profit application (the “Service”) in any manner, You agree that You have read, understand, and agree to be bound by all of the terms and conditions contained herein, to the exclusion of all other terms.
PLEASE READ THESE TERMS CAREFULLY BEFORE USING THE SERVICE.
If You do not agree to these Terms, You must not use or access the Service.
If You are entering into these Terms on behalf of a company, You represent that You have the authority to bind that company to these Terms.
If You have purchased a license to use the Service through a Microbite authorized reseller, You also agree to comply with the terms of any agreement between You and such reseller.
In the event of an inconsistency between these Terms and any such reseller agreements, these Terms shall control.
If you register for the Service free tier, these Terms will also govern your utilisation of the Service under that free tier, unless otherwise provided herein.
Description of Service
Stock Profit is a cloud-based Software as a Service (SaaS) that uses your Google Sheet to manipulate transactions and create backup spreadsheets and to store them into your Google Drive and to email them from your Gmail account.
The Service is provided subject to these Terms and solely for Your business purposes. You and your authorized users may connect to the Service using any Internet browser supported by the Service.
The Service requires a Google User Account that will be used to access the Service.
You understand and acknowledge that You are solely responsible for obtaining the Internet access and all equipment necessary to use the Service, for installing the Services, for appropriately configuring Your User Account, for creating and managing the Data Source (and its content). All fees associated with the foregoing shall be paid by You.
Customer is responsible for maintaining the confidentiality of Customer’s password and securing the User Account against unauthorized access. Customer agrees not to share its password with anyone other than Users, let anyone else access its password or do anything else that might jeopardize the security of its password.
Customer agrees to notify Microbite if Customer’s password is lost, stolen or disclosed to an unauthorized third party, if there is any unauthorized use of its password or Account or any User’s account, or if Customer learns of any other breach of security in relation to the Service.
Customer is solely responsible for any and all activities that occur through the use of Customer’s User Account or its Users’ accounts.
To these Terms: Microbite reserves the right to update and change the Terms upon notice from time to time. You will be provided notice of any such modification by electronic mail or by the publishing of such on the website https://stockprofit.au/terms-of-service.
You may terminate your use of the Service immediately if the Terms are modified in a manner that substantially affects your rights in connection with your use of the Service.
Your continued use of the Service after any such changes shall constitute your consent to such changes. You can review the most current version of the Terms of Service at any time at : https://stockprofit.au/terms-of-service.
To the Service: Microbite may make changes to the Service from time to time. Microbite will notify you of any material changes or modifications. Any updates, upgrades, additions or new features to the Service, including the release of new tools and resources, shall be subject to these Terms and may require you to agree to additional terms and conditions.
Purchase Orders: In the event that You issue a purchase order or other instrument used to pay Service fees to Microbite, any terms and conditions set forth in the purchase order which are in addition to those set forth in these Terms or establish conflicting terms and conditions to those set forth in these Terms are expressly rejected by Microbtie and superseded by the terms and conditions of these Terms.
Use of the Service
Access to Service: Access to the Service is only available to the Customer and the end users (“Users”) to whom Customer grants access, and limited to the components that are included in the license tier Customer has purchased.
Upon installation of the Service, Customer will configure the applicable Data Source(s) which contain the data to be displayed by the Service, as required to make the data visible to the intended audience for the Stock Profit view(s).
Customer is solely responsible for updating the sharing permissions of the relevant Customer’s Data Source (for example, hosted on Google Drive) and revoking such permissions when Customer ceases use of the Service.
License to Customer: Subject to Customer’s compliance with these Terms and the Google Cloud Platform Acceptable Use Policy (available at https://cloud.google.com/terms/aup), any other Google specific contract or policy applicable to Customer use of Google solutions and the terms and conditions of any Third Party Solution, including, without limitation, Customer’s payment of all applicable fees (the “Subscription Fees”), Microbite hereby grants Customer a limited, revocable, non-transferable non-exclusive, non-sublicensable license to access and use, execute, perform and display the Service, solely for Customer’s own internal business use.
You understand and agree that Microbite does not have the ability to grant or revoke any sharing permissions to Customer’s Data Source or other content and materials stored in Customer’s User Account. Therefore, You and Your User are solely responsible for granting access to such Data Source and revoking such access when You cease use of the Service.
Microbite shall not be responsible and shall have no liability for any damages that result from Your or Your User failure to grant or revoke such access.
During the Term, Customer will at all times prevent unauthorized access to or use of the Service, and notify Microbite as soon as possible of any such unauthorized access to or use of the Service.
Customer is at all time fully responsible and liable for all acts and omissions by Users to whom Customer has granted access to the Service and/or Third Party Solution. Customer agrees to indemnify Microbite for all claims and losses related to any such acts and/or omissions.
If Subscription Fees apply, Microbite reserves the right to terminate unpaid User Accounts. In the event of any termination, Customer shall be responsible for updating the permissions of the Data Sources that were linked with the views.
Microbite will provide Customer with prior notice of such termination by email.
Restrictions on Use
Restrictions on Use of Stock Profit: In addition to all other terms and conditions contained herein, Customer shall not and shall not permit others (including its’ Users) to:
- Copy, modify, adapt, translate or otherwise create derivative works of the Service or Third Party Solution;
- Reverse engineer, decompile, translate, disassemble or otherwise attempt to discover the source code of the Service or Third Party Solution;
- Rent, lease, sell, resell, assign, sublicense, transfer, distribute any or all of the Service or Third Party Solution or otherwise transfer rights in or to the Service;
- Access or use the Service or Third Party Solution for:
- Activities where the use or failure of the Service would reasonably be expected to lead to death, personal injury, or environmental damage (such as the creation or operation of nuclear facilities, air traffic control, life support systems, or weaponry);
- In violation of the then-current Google’s acceptable use policy stated at http://cloud.google.com/terms/aup;
- In violation of any then-current terms applicable to the Third Party Solutions he is using in connection with the Services;
- In a manner intended to avoid incurring fees (included creating multiple accounts to simule or act as a single customer account) or to circumvent the specific usage limits or quotas of the Service or Third Party Solution;
- For materials or activities that are subject to the International Traffic in Arms Regulations (ITAR) maintained by the Department of State of the US or to process of store any data that is subject to the ITAR;
- Remove any proprietary notices or labels from the Service or Third Party Solution;
- Use, post, transmit or introduce any device, software or routine which interfere or attempt to interfere with the operation of the Service or Third Party Solution;
- Use the Service or Third Party Solution for spamming or any other illegal or unauthorized purpose or engage in illegal or deceptive trade practices;
- Otherwise use of the Service or Third Party Solution in violation of any laws in your jurisdiction (including but not limited to copyright laws and Export control laws).
This list of prohibitions provides examples and is not complete or exclusive.
If you intend to use the Service for any purpose or in any manner involving Protected Health Information, (as defined in the Health Insurance Portability and Accountability Act (“HIPAA”), it is your responsibility to (a) execute a Business Associate Agreement with the applicable Data Source Provider related to your HIPAA data stored by the applicable Data Source Provider, and (b) execute a Business Associate Agreement with Microbite related to your HIPAA data stored on the Service.
Microbite may report to law enforcement authorities any actions that may be illegal, and any reports it receives of such conduct. When legally required, Microbite will cooperate with law enforcement agencies in any investigation of alleged illegal activity associated with the Service or on the Internet.
Unauthorized use of any trademarked, copyrighted or patented materials contained in the Service may violate certain laws and regulations.
You agree to indemnify and hold Microbite and its officers, directors, employees, affiliates, agents, licensors, and business partners harmless from and against any and all costs, damages, liabilities, and expenses (including attorneys’ fees and costs of defense) Microbie or any other indemnified party suffers in relation to, arising from, or for the purpose of avoiding, any claim or demand from a third party that your use of this Service or Third Party Solution or the use of this Service or Third Party Solution by any person using your User Account (including without limitation, Your Content (as defined below)) or Third Party Solution Account violates any applicable law or regulation, or the copyrights, trademark rights or other rights of any third party.
Suspension and Termination
Microbite reserves the right to suspend or terminate your access to Service with or without cause, upon thirty (30) days notice without cause, or immediately without notice with cause or for any action that Microbite determines is inappropriate or disruptive to the Service or to any other user of this Service.
Without prejudice to the above, Microbite reserves the right to suspend or terminate Customer’s access to the Service immediately, with or without notice, in particular if Microbite reasonably determines that:
- There is a threat or attack on the Service (including a denial of service attack) or other event that may create a risk to the Service, any Third Party Solution, Microbite, Customer, or any user of the Service;
- Customer’s or its Users’ use of the Service or Customer Content disrupts or poses a security risk to the Service, any Third Party Solutions or any user of the Service, may harm Microbite’s systems, or may subject Microbite or any third party to liability;
- Customer or any User is using the Service or Third Party Solution for fraudulent or illegal activities;
- Customer or any User is causing performance disruptions in the Services or in Google Workspace by using the Service in a way that is not recommended in guidelines published in the Service’s documentation or by ignoring recommendations provided by Microbite’s technical support;
- Subject to applicable law, Customer has ceased to continue Customer’s business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution or similar proceeding;
- Customer or any User is using the Service or other Microbite property in breach of these Terms or is using any Third Party Solution in violation of the concerned Third Party Solution’s terms and conditions;
- Customer (or reseller, if applicable) is in default of its payment obligations hereunder (collectively, “Service Suspensions”).
Microbite will make commercially reasonable efforts, circumstances permitting, to provide written notice of any Service Suspension to Customer and provide updates regarding resumption of Customer’s access to the Service following any Service Suspension.
The Data Source Provider (for example, Google) may also suspend your User Account if: (a) your use of Data Source Provider services is in violation of Data Source Provider’s applicable policy (for example, Google Acceptable Use Policy), which could disrupt: (i) Data Source Provider services; (ii) other users’ use of Data Source Provider services; or (iii) the Data Source Provider network or servers used to provide Data Source Provider services; or (b) there is unauthorized third party access to Data Source Provider services.
Third Party Solutions
The Service uses or contains features designed to interoperate with Third Party Solutions.
Google Drive, Google Photos, Stripe, Paypal are examples of “Third Party Solutions” for the purpose of these Terms.
To use Third Party Solutions and the features of the Services that interoperate with Third Party Solutions, Customer shall obtain access to such Third Party Solutions from applicable providers and comply with any terms and conditions applicable to such Third Party Solutions.
Any acquisition or use by Customer of any such Third Party Solutions, and any exchange of data between Customer and any provider of a Third Party Solution (including exchange of data through the Service), is solely between Customer and the applicable provider of the Third Party Solution.
Microbite shall not be liable for Customer’s and Customer’s User use of, and does not warrant or support any Third Party Solution. If Customer or its User uses or enables a Third Party Solution in connection with the Service, Customer grants Microbite permission (a) to allow the provider of any Third Party Solution to access and use all Customer Content and (b) to access and use Customer data and documents to which the Third Party Solution gives access to Microbite, in each case as required for the interoperation of the Service and the concerned Third Party Solution.
If the provider of any Third Party Solution ceases to make the Third Party Solution available for interoperation with the corresponding Service features on reasonable terms and conditions, Microbite may cease providing such features or the Service altogether, without entitling Customer to any refund or credit.
Customer shall comply with the relevant terms and conditions and/or policies of all applicable third party services providers (including, but not limited to, the Google Cloud Platform Acceptable Use Policy (available at https://cloud.google.com/terms/aup) and the terms and conditions of any Third Party Solution). Customer will indemnify, defend, and hold Microbite harmless from and against any damages, expenses and cost arising from or relating to Customer’s or Customer’s User failure to comply with such applicable third party terms.
Fees, Subscription Term, Termination and Refund
- Fees. Customer agrees to pay the Subscription Fees applicable to Customer’s and its Users’ use of the Service. Subscription Fees will be paid on a periodic basis in accordance with Customer applicable plan as agreed with Microbite when you registered for the Service. All fees and charges are payable in advance and non-refundable, including in the case of unused subscription periods or after termination or cancellation, unless otherwise disclosed at the time of purchase.
- Subscription Term. The Subscription Term shall commence on the Effective Date as defined below and will remain in effect until the expiration or termination of your subscription, whichever occurs first. “Effective Date” is the date You enter into these Terms by creating and registering an account with us on our website or addon, or by mutually executing one or more order forms with us which reference these terms, or by otherwise accessing or using any part of the Service in any manner.
- Termination. You may terminate your subscription for convenience at any time during the Subscription Term; however, in case of termination for convenience before the end of the Term, all fees associated with your then-current subscription remain due and payable and no refunds of prepaid fees will be paid to you.
- Refund. Given the nature of the Service, we do not offer a refund or credit on a purchased subscription unless required under applicable consumer law. We will generally not provide refund in the following situations:
- You have changed your mind about the Service
- You don’t need to use the Service anymore
- You purchased the Service by mistake
- You do not have sufficient expertise to use the Service
- You ask for goodwill
- You forgot to cancel auto-renewal of the Service
- The Service does not meet your expectation
- This list is not exhaustive and shall not be construed so as to limit our right to decline refund requests in other situations. Microbite reserves the right to assess refund requests on a per-request basis.
If Microbtie decides to issue a refund or credit, this will generally be done using the same manner you used to make the purchase. All refund requests should be made in writing by contacting support.
- In case of non-payment for any reason (including, if applicable, Microbites’s inability to charge your credit card or other payment method for any reason) or any violation of these Terms, Microbite shall be entitled to immediately suspend Customer’s and Users’ access to the Service upon notice. If you purchase your license to use the Service from Microbite, Microbite will bill you for the applicable fees, any applicable tax and any other charges you may incur in connection with your use of the Service, or charge such fees to your credit card or other payment method designated on your initial registration with Microbite at regular intervals for the remainder of the term of these Terms. If you cancel your account at any time, you will not receive any refund.
- If You purchase the Service through a reseller, You owe payment to the reseller as agreed between You and the reseller. You acknowledge that Microbite may suspend or terminate your rights to use the Services if Microbite does not receive the corresponding payment from the reseller, or if You are in breach of these Terms.
- Customer agrees that Customer’s paid use of the Service is neither contingent on the delivery of any future functionality or features nor dependent on any oral or written public or private comments made by Microbite or Microbite reseller regarding future functionality or features.
If You register for a free trial offer, We will make the Service available to You on a free tier basis until the earlier of (a) the end of the free trial period for which You registered to use the applicable Service, or (b) the start date of any purchased Service subscriptions ordered by You for such Service.
YOUR CONTENT ON OUR SYSTEMS OR IN OUR POSSESSION OR CONTROL AND ANY CUSTOMIZATIONS MADE TO THE SERVICE BY OR FOR YOU, DURING THE FREE TRIAL PERIOD MAY BE PERMANENTLY LOST OR DELETED AT THE END OF THE FREE TRIAL PERIOD UNLESS YOU PURCHASE A SUBSCRIPTION TO THE SAME SERVICES AS THOSE COVERED BY THE FREE TRIAL BEFORE THE END OF THE FREE TRIAL PERIOD. MICROBITE WILL HAVE NO LIABILITY FOR ANY HARM OR DAMAGE ARISING OUT OF OR IN CONNECTION WITH A FREE TRIAL OFFER.
Customer hereby acknowledges and agrees that, subject to the limited rights granted hereunder, Microbite (or its licensors) own all legal right, title and interest in and to the Service, including, without limitation, any Intellectual Property Rights or other proprietary rights which exist in the Service (whether such rights are registered or unregistered, and wherever in the world those rights may exist) (“Our Technology”). For purposes of these Terms, “Intellectual Property Rights” means, on a worldwide basis, any and all now known or hereafter known (a) rights associated with works of authorship including copyrights and moral rights, (b) trademark and trade name rights and similar rights, (c) trade secret rights, (d) patent rights and other industrial property rights, (e) intellectual and industrial property rights of every other kind and nature and however designated, whether arising by operation of law or otherwise, and (f) all registrations, applications, renewals, extensions, continuations, divisions, or reissues thereof now or hereafter existing, made, or in force (including any rights in any of the foregoing).
Our Technology may not be copied, modified, reproduced, republished, posted, transmitted, sold, offered for sale, or redistributed in any way without our prior written permission and the prior written permission of our applicable licensors. You must abide by all copyright notices, information, or restrictions contained in or attached to any of Our Technology.
Nothing in these Terms grants you any right to receive delivery of a copy of Our Technology or to obtain access to Our Technology except as generally and ordinarily permitted through the Service according to these Terms. Furthermore, nothing in these Terms will be deemed to grant, by implication, estoppel or otherwise, a license to Our Technology. Certain of the names, logos, and other materials displayed on the Service constitute trademarks, trade names, service marks or logos (“Marks”) of Microbite or other entities.
You are not authorized to use any such Marks. Ownership of all such Marks and the goodwill associated therewith remains with and will inure to us or those other entities. To the extent indicated, any use of third party software provided in connection with the Service will be governed by such third parties’ licenses and not by these Terms of Service.
Furthermore, any comments, ideas and/or reports about the Service that you provide to us, whether in written or electronic form (“Feedback”), shall be considered our proprietary and confidential information, and you hereby irrevocably transfer and assign to us all intellectual property rights embodied in or arising in connection with such Feedback, and any other rights or claims that you may have with respect to any such Feedback.
Ownership & Privacy
As between You and Microbite, you retain all right, title and interest in any and all data, files, attachments, text, images, personally identifiable information, and other content that You and Your Users upload or submit to the Service or extract using the Service (collectively, “Your Content” or “Customer Content”).
For the avoidance of doubt, Customer Content includes data and documents to which a Third Party Solution gives access to Microbtie. You may not extract, upload, post or otherwise make available through the Service any material protected by copyright, trademark, or any other proprietary right without the express permission of the owner of such copyright, trademark or other proprietary right owned by a third party, and the burden of determining whether any material is protected by any such right is on you.
You shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use any and all of Your Content.
You represent and warrant that you have all rights, permissions and consents necessary (a) to make Your Content available on or through the Service, and (b) to grant Microbite the limited rights to use Your Content as set forth in these Terms.
You agree that Microbite and the subprocessors listed in our Data processing Agreement may use Your Content to provide the Service and its features, including by making it available for viewing, download and modification by other Users with access rights to Your Content. You hereby grant Microbite a non-exclusive, perpetual, irrevocable, royalty-free, worldwide, sublicensable (including the right to sublicense through multiple tiers) license to access, use, and/or disclose Your Content as required solely for the purpose of providing, securing and improving the Service to you.
You understand and agree that Microbite may, notwithstanding any provision of any separate nondisclosure agreement that may have been executed between You and Microbite, distribute and disclose Your Content (a) to your Users, and (b) to Microbites’s service providers who act on Microbites’s behalf in providing the Service.
Content Privacy & Data security
If you are using Stock Profit with Data Sources that have not been shared publicly or to extract data from a Third Party Solution, users will be asked to grant access to the Data Source and/or to the Third Party Solution to our app before we can extract and/or display the data.
This follows the security rules required by Data Source and Third Party Solutions Providers. Note that the data from your Data Source never passes through our servers, except when you extract data from a Third Party Solution where such extracted data pass through our server for the sole purpose of rendering the Service.
Stock Profit does not have the authorization to edit the access rights of the Data Source or Third Party Solutions. The creator of the app and the Data Source is the only person who can set the data access rights, by sharing the Data Source with the right people.
Stock Profit will use user credentials provided by Customer or its Users and associated permissions to retrieve data from Third Party Solutions
Access rights to the user’s Data Source or Third Party Solutions are required to allow actions performed by the end user, and in no case are the textual contents of users’ Data Source transmitted to any third party services outside of the user’s direct control or knowledge.
All Users personally identifiable information contained within the Data Source or Third Party Solutions and processed by this Service are specified in the Appendix 1 of the Data Processing Agreement available at this link: https://stockprofit.au/data-processing-agreement#appendix1. Unless specifically stated, we store no personally identifiable information in any third party database or file repository.
“Confidential Information” means all non-public information disclosed in written, oral or visual form by either party or its affiliates (the “disclosing party”) to the other or its affiliates (the “receiving party”).
Confidential Information may include, but is not limited to, services, pricing information, computer programs, source code, names and expertise of employees and consultants, know-how, and other technical, business, financial and product development information.
Confidential Information does not include any information that the receiving party can demonstrate by its written records (1) was rightfully known to it without obligation of confidentiality prior to its disclosure hereunder by the disclosing party; (2) is or becomes publicly known through no wrongful act of the receiving party, its affiliates and/or their employees and contractors; (3) has been rightfully received without obligation of confidentiality from a third party authorized to make such a disclosure; or (4) is independently developed by the receiving party without reference to or use of, directly or indirectly, confidential information disclosed hereunder.
Neither party will use any Confidential Information of the other party except (i) as necessary to exercise its rights and fulfill its obligations under these Terms, (ii) as expressly permitted by these Terms or (iii) as expressly authorized in writing by the disclosing party. The receiving party shall use the same degree of care to protect the disclosing party’s Confidential Information as it uses to protect its own Confidential Information of like nature, but in no circumstances less than a reasonable standard of care. The receiving party may not disclose the disclosing party’s Confidential Information to any person or entity other than to those of its affiliates, employees and contractors (and its affiliates’ employees and contractors) who: (i) are subject to a written agreement with the receiving party that includes use and confidentiality restrictions that are at least as protective as those set forth in these Terms, and (ii) need access to such Confidential Information solely for the purpose of fulfilling the receiving party’s obligations or exercising the receiving party’s rights hereunder. Microbite may also disclose Customer’s Confidential Information to Google Inc (or any of its affiliate) and/or to any Third Party Solution interoperating with the Service for the sole purpose of rendering the Service. The foregoing obligations will not restrict the receiving party from disclosing Confidential Information of the disclosing party: (1) pursuant to the order or requirement of a court, administrative agency, or other governmental body, provided that the receiving party required to make such a disclosure gives reasonable notice to the disclosing party prior to such disclosure; and (2) on a confidential basis to its legal and financial advisors
THE SERVICE AND INTEROPERATION WITH ANY THIRD PARTY SOLUTION IS PROVIDED ON AN “AS IS” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT.
MICROBITE MAKES NO WARRANTY THAT (I) THE SERVICE OR THIRD PARTY SOLUTION IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; (II) THE SERVICE OR THIRD PARTY SOLUTION WILL BE ERROR-FREE OR UNINTERRUPTED (INCLUDING, WITHOUT LIMITATION, INTERRUPTIONS THAT OCCUR IN THE CONTEXT OF REGULARLY SCHEDULED MAINTENANCE); (III) ANY INFORMATION OR ADVICE OBTAINED BY YOU IN CONNECTION WITH THE SERVICE OR THIRD PARTY SOLUTION WILL BE ACCURATE OR COMPLETE; OR (IV) THE RESULTS OF USING THE SERVICE OR THIRD PARTY SOLUTION WILL MEET YOUR REQUIREMENTS. SOME STATES DO NOT ALLOW EXCLUSION OF AN IMPLIED WARRANTY, SO THIS DISCLAIMER MAY NOT APPLY TO CUSTOMER.
Limitation of Liability
IN NO EVENT SHALL MICROBITE BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, OR OTHER LOSS OR DAMAGE WHATSOEVER (INCLUDING BUT NOT LIMITED TO LOSS OF DATA, LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, COMPUTER FAILURE, LOSS OF BUSINESS INFORMATION), ARISING OUT OF OR CAUSED BY YOUR USE OF OR INABILITY TO USE THE SERVICE AND/OR THIRD PARTY SOLUTION, EVEN IF MICROBITE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY DISPUTE WITH MICROBITE RELATED TO ANY OF THE SERVICE OR THIRD PARTY SOLUTION SHALL BE TERMINATION OF THE SERVICE. IN NO EVENT SHALL MICROBITE’S ENTIRE LIABILITY TO YOU IN RESPECT OF ANY SERVICE, WHETHER DIRECT OR INDIRECT, EXCEED THE FEES PAID BY YOU TOWARDS SUCH SERVICE IN THE TWELVE (12) MONTHS PERIOD PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY. SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE LIMITATIONS OR EXCLUSIONS IN THIS PARAGRAPH MAY NOT APPLY TO CUSTOMER. IN SUCH EVENT, LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW IN SUCH A JURISDICTION.
You understand and agree that Microbite set fees and entered into these Terms with You in reliance upon the limitations of liability set forth in these Terms, which allocate risk between the parties and form the basis of a bargain between the parties.
Except for payment obligations, neither party shall be liable to the other party or any third party for failure or delay in performing its obligations under these Terms when such failure or delay is due to any cause beyond the control of the party concerned, including, without limitation, acts of God, acts of government, fire, or flood, provided that upon cessation of such events such party shall thereupon promptly perform or complete the performance of its obligations hereunder.
During the term of these Terms, if You choose to become a paying customer of the Service, Microbite may (i) orally state that You are a Microbite customer, (ii) include Your name or trademarks, trade names, service marks or logos in a list of Microbite customers (whether in Microbite’s online or offline promotional materials) and (iii) generally describe the products or services it provides to You in its promotional materials, presentations and proposals to other current and prospective customers.
You may revoke Microbites’s right to use your trademarks, trade names, service marks or logos under this paragraph with written notice to Microbite and a reasonable period to stop the use.
These Terms, their interpretation, performance or any breach thereof, will be construed in accordance with, and all questions with respect thereto will be determined by, the laws of the State of Victoria. Both parties hereby irrevocably submit any disputes under these Terms to the jurisdiction of the courts located in the State of Victoria.